10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2014
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____ to _____

Commission File Number: 000-50587

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	13-4005439
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

100 South Bedford Road, Suite 2R, Mount Kisco, NY	10549
(Address of principal executive offices)	(Zip code)

(914) 242-5700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o    No  x   

As of August 1, 2014, there were 18,489,099 shares of the registrant’s common stock, $0.01 par value, outstanding.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

TABLE OF CONTENTS

	Part I.  Financial Information	Page No.
Item 1.	Financial Statements  of Wright Investors’ Service Holdings and Subsidiaries	1
	Condensed  Consolidated Statements of Operations-
	Three Months and Six Months Ended June 30, 2014 and 2013 (Unaudited)	1
	Condensed  Consolidated Balance Sheets -
	June 30, 2014 (Unaudited) and December 31, 2013	2
	Condensed  Consolidated Statements of Cash Flows -
	Six Months Ended June 30, 2014 and 2013 (Unaudited)	3
	Condensed  Consolidated Statement of Changes in Stockholders’ Equity-
	Six Months Ended June 30, 2014 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements - Three and Six Months Ended June 30, 2014 and 2013 (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	15
	Part II. Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 6.	Exhibits	17
SIGNATURES		18

PART I. FINANCIAL INFORMATION

Item 1.                      Financial Statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Revenues
Investment management services	$	638		$	668		$	1,327		$	1,332
Other investment advisory services		661			715			1,288			1,402
Financial research and related data		138			114			294			277
		1,437			1,497			2,909			3,011
Expenses
Selling, general and administrative		2,311			2,328			4,602			4,822
		2,311			2,328			4,602			4,822
Operating loss		(874	)		(831	)		(1,693	)		(1,811	)
Investment and other expense,  net		(25	)		(29	)		(15	)		(31	)
Gain on sale of investment in MXL		-			-			719			-
Change in fair value of contingent consideration		(56	)		(53	)		(82	)		(88	)
Loss from continuing operations before income taxes		(955	)		(913	)		(1,071	)		(1,930	)
Income tax benefit		70			4			61			1
Loss from continuing operations		(885	)		(909	)		(1,010	)		(1,929	)
Income (loss) from discontinued operations, net of taxes (Note 12 (a))		315			(2,492	)		315			(2,754	)
Net loss	$	(570	)	$	(3,401	)	$	(695	)	$	(4,683	)
Basic and diluted (loss) income per share
Continuing operations	$	(0.05	)	$	(0.05	)	$	(0.05	)	$	(0.10	)
Discontinued operations		0.02			(0.13	)		0.01			(0.15	)
Net loss	$	(0.03	)	$	(0.18	)	$	(0.04	)	$	(0.25	)

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	June 30,			December 31,
	2014			2013
Assets	(unaudited)
Current assets
Cash and cash equivalents	$	12,730		$	12,566
Short-term investments		144			132
Accounts receivable,net		274			322
Refundable and prepaid income taxes		23			16
Prepaid expenses and other current assets		247			393
Total current assets		13,418			13,429
Property and equipment, net		38			49
Intangible assets, net		3,600			3,918
Goodwill		3,364			3,364
Investment in undeveloped land		355			355
Other assets		50			325
Total assets	$	20,825		$	21,440
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	1,251		$	1,402
Deferred revenue		19			14
Current portion of officers retirement bonus liability		114			100
Total current liabilities		1,384			1,516
Liability for contingent consideration		588			506
Officers retirement bonus liability, net of current portion		769			802
Total liabilities		2,741			2,824
Stockholders’ equity
Common stock		190			190
Additional paid-in capital		33,274			33,111
Accumulated deficit		(14,021	)		(13,326	)
Treasury stock, at cost		(1,359	)		(1,359	)
Total stockholders' equity		18,084			18,616
Total liabilities and stockholders’ equity	$	20,825		$	21,440

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands, except per share amounts)

	Six Months Ended June 30,
	2014			2013
Cash flows from operating activities
Net loss	$	(695	)	$	(4,683	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		329			329
Change in liability for contingent consideration		82			88
Equity based compensation, including issuance of stock to directors		163			170
Gain on sale of investment in MXL		(719	)		-
Changes in other operating items:
Accounts  receivable		48			75
Investment securities		(12	)		58
Deferred revenue		5			19
Officers retirement bonus liability		(19	)		11
Refundable and prepaid income taxes		(7	)		(225	)
Prepaid expenses and other current assets		146			85
Settlement payable		-			2,375
Accounts payable and accrued expenses		(151	)		(371	)
Net cash used in operating activities		(830	)		(2,069	)
Cash flows from investing activities
Proceeds from sale of investment in MXL		994			-
Additions to property and equipment		-			(2	)
Net cash provided by (used in) investing activities		994			(2	)
Net increase (decrease) in cash and cash equivalents		164			(2,071	)
Cash and cash equivalents at the beginning of the period		12,566			18,883
Cash and cash equivalents at the end of the period	$	12,730		$	16,812
Supplemental disclosures of cash flow information
Net cash paid during the period for
Income taxes	$	23		$	13

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

SIX MONTHS ENDED JUNE 30, 2014

(unaudited)

(in thousands, except per share data)

													Total
					Additional					Treasury			stock-
	Common stock				paid -in		Accumulated			stock , at			holders
	shares		amount		capital		deficit			cost			equity
Balance at December 31, 2013		19,040,416	$	190	$	33,111	$	(13,326	)	$	(1,359	)	$	18,616
Net loss		-		-		-		(695	)		-			(695	)
Equity based compensation expense		-		-		146		-			-			146
Issuance of stock to directors		8,863		-		17		-			-			17
Balance at June 30, 2014		19,049,279	$	190	$	33,274	$	(14,021	)	$	(1,359	)	$	18,084

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS’ SERVICE HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Three and six months ended June 30, 2014 and 2013

(unaudited)

1. Basis of presentation and description of activities

 Basis of presentation

The accompanying interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  The information and note disclosures normally included in complete financial statements have been condensed or omitted pursuant to such rules and regulations.  The Condensed Consolidated Balance Sheet as of December 31, 2013 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2013 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2014 interim periods are not necessarily indicative of results to be expected for the entire year.

 Description of activities

On February 4, 2013, National Patent Development Corporation changed its name to Wright Investors’ Service Holdings, Inc. (hereinafter referred to as the “Company” or “Wright Holdings”).

On January 15, 2010, the Company completed the sale to The Merit Group, Inc. (“Merit”) of all of the issued and outstanding stock of the Company’s wholly-owned subsidiary, Five Star Products, Inc., the holding company and sole stockholder of Five Star Group, Inc., for cash.   Upon the consummation of the sale, the Company became a “shell company”, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  As used herein, references to “Five Star” refer to Five Star Products Inc. or Five Star Group Inc., or both, as the context requires.

On December 19, 2012 (the “Closing Date”), the Company, completed the acquisition of The Winthrop Corporation, a Connecticut corporation (“Winthrop”) pursuant to that certain  Agreement and Plan of Merger (the “Merger Agreement”) dated June 18, 2012. Winthrop, through its wholly-owned subsidiaries Wright Investors’ Service, Inc. (“Wright”), Wright Investors’ Service Distributors, Inc. (“WISDI”) and Wright’s wholly-owned subsidiary, Wright Private Asset Management, LLC (“WPAM”) (collectively, the “Wright Companies”), offers investment management services,  financial advisory services and investment research to large and small investors, both taxable and tax exempt.  WISDI is a registered broker dealer with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities and Exchange Commission.  In accordance with the Merger Agreement, a wholly-owned newly formed subsidiary of the Company, was merged with and into Winthrop and Winthrop became a wholly-owned subsidiary of the Company.

As a result of the completion of the Merger described above, the Company is no longer a “shell company” and substantially all of the Company’s business operations are carried out through Winthrop and its subsidiaries, the Wright Companies.

2. Liability for Contingent Consideration

In connection with the Company’s acquisition of Winthrop on December 19, 2012, the Company has agreed to pay contingent consideration in cash to a holder of Winthrop common stock who received 852,228 shares of Company Common Stock to the extent that such shares have a value of less than $1,900,000 on the expiration of the three year period based on the average closing price of the Company’s Common Stock for the ten trading days prior to such date.

A liability was recognized for an estimate of the acquisition date fair value of the acquisition-related contingent consideration which may be paid.  The fair value was calculated by applying a lattice model, which takes into account the potential for the Company’s stock price per share being less than $2.23 per share at the end of the 3 year lock-up period.  The fair value measurement is based on significant unobservable inputs that are supported by little market activity and reflect the Company’s own assumptions.  Key assumptions include expected volatility (50%) in the Company’s common stock and the risk free interest rate (0.38%) during the above period.  Changes in the fair value of the contingent consideration subsequent to the acquisition date are being recognized in earnings until the liability is eliminated or settled. The fair value of the liability was $588,000 on June 30, 2014.  The Company recognized an expense of $56,000 and $82,000, respectively, for the change in the value for the quarter and six months ended June 30, 2014 as compared to $53,000 and $88,000, respectively, for the quarter and six months ended June 30, 2013.

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3.  Sale of MXL investment

At December 31, 2013, the Company held a 19.9% equity investment in a privately-held company, MXL, which is engaged in the plastic molding and precision coating businesses. At December 31, 2013, this investment was included in other assets at cost of $275,000.

On February 3, 2014, MXL exercised its right to purchase the Company’s 19.9% interest.  The Company received $994,000 for its 19.9% interest on March 26, 2014, resulting in a gain of $719,000 for the six months ended June 30, 2014.

4.  Per share data

Loss per share for the three months ended June 30, 2014 and 2013 respectively, is calculated based on 19,088,000 and 18,951,000 weighted average outstanding shares of common stock. Included in the share number are vested Restricted Stock Units (“RSUs”) of 608,526 and 565,069 for the three months ended June 30, 2014 and 2013, respectively.

Loss per share for the six months ended June 30, 2014 and 2013 respectively, is calculated based on 19,085,000 and 18,951,000 weighted average outstanding shares of common stock. Included in the share number are vested RSUs of 606,836 and 565,069 for the six months ended June 30, 2014 and 2013, respectively.

Options for 3,250,000 shares of common stock for the quarter and six months ended June 30, 2014 and 2013, and unvested RSUs for 300,640 and 387,738 shares of common stock, respectively, for the quarter and six months ended June 30, 2014 and 2013 were not included in the diluted computation as their effect would be anti-dilutive since the Company has losses from continuing operations for both periods.

5.  Capital Stock 

The Company’s Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock.

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. At June 30, 2014, the Company had repurchased 1,791,821 shares of its common stock and a total of 3,208,179 shares, remained available for repurchase at June 30, 2014.

6. Short-term investments:

The Financial Accounting Standards Board has issued authoritative accounting guidance that defines fair value, establishes a framework for measuring fair value and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. The guidance clarifies that fair value should be based on assumptions that market participants would use when pricing an asset or liability.  The three levels of fair value hierarchy are described below:

· Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

· Level 2 – Quoted prices in active markets for similar assets and liabilities or quoted prices in less active, dealer or broker markets;

· Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and are unobservable.

Short-term investments, which consist of mutual funds managed by a subsidiary of Winthrop and separate securities accounts, are stated at the net asset value of the funds or the year-end closing price of the underlying security (Level 1) and are accounted for as trading securities with unrealized gain or loss included in the Statement of Operations.

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The following is a summary of current short-term investments at June 30, 2014 (in thousands):

	June 30, 2014
	Cost		Unrealized Gains		Estimated Fair Value
Mutual funds	$	114	$	30	$	144
	$	114	$	30	$	144

7. Incentive stock plans and stock based compensation

The Company has a stock-based compensation plan for employees and non-employee members of its Board of Directors. The plan provides for discretionary grants of stock options, restricted shares, and other stock-based awards. The Company’s plan is administered by the Compensation Committee of the Board of Directors, which consists solely of non-employee directors. No stock options were granted during the six months ended June 30, 2014.

Information with respect to the Company’s outstanding stock options for the six months ended June 30, 2014 is as follows:

	Stock Options		Weighted Average Exercise Price		Weighted Average Contractual Term		Aggregate Intrinsic Value
Options outstanding at January 1, 2014		3,250,000	$	2.31		3.6	$	0	*
Options outstanding  at June 30, 2014		3,250,000	$	2.31		3.1	$	194,000	*
Options exercisable at June 30, 2014		3,250,000	$	2.31		3.1	$	194,000	*

* The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option.

Compensation expense related to option grants amounted to $0 for the quarter and six months ended June 30, 2014 and $0 and $20,000 for the quarter and six months ended June 30, 2013, respectively.    As of June 30, 2014, there was no additional unrecognized compensation cost related to non-vested options.

Restricted stock units

As a result of the Winthrop acquisition, the Company issued a total of 867,018 RSUs on the closing date to be settled in shares of Company common stock as follows:

a) 479,280 RSUs were granted to four key executives of Winthrop, which vested as of the Closing Date and are subject to post-vesting restrictions on sale for three years.  The RSUs were valued at the closing price of the Company’s common stock of $2.52, less a 20% discount for post vesting restrictions on sale, or $2.02 per share.  The total value of these RSUs of $966,000, were accounted for as compensation and charged to retention bonus expense on the closing date.

b) 370,000 RSUs were granted to four key executives, which vest  equally over three years, with the first third vesting one year from the Closing Date.  The RSUs are valued based on the closing price of the Company’s common stock on the Closing Date of $2.52, less an average discount of 11% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $2.25.  The Company recorded compensation expense of $69,000 and $139,000, respectively, for the quarters and six months ended June 30, 2014 and 2013 related to these RSUs. The total unrecognized compensation expense related to these unvested RSUs at June 30, 2014 is $391,000, which will be recognized over the remaining vesting period of approximately 1.5 years.

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c) 17,738 RSUs were granted to certain employees of the Company on February 4, 2013, which vest equally over three years, with the first third vesting on February 4, 2014.  At June 30, 2014, 14,384 of the RSUs were still outstanding.  The RSUs are valued based on the closing price of the Company’s common stock on February 4, 2013 of $2.40, less an average discount of 11% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $2.25.  The Company recorded compensation expense of $3,000 and $5,000, respectively, for the quarters and six months ended June 30, 2014 and 2013 related to these RSUs. The total unrecognized compensation expense related to these unvested RSUs at June 30, 2014 is $17,000, which will be recognized over the remaining vesting period of approximately 1.75 years.

d) On June 10, 2014, 30,000 RSUs were granted to an employee which will vest on the third anniversary of the individual’s employment, assuming the individual is still employed at that time.   The RSUs are valued based on the closing price of the Company’s common stock on June 10, 2014 of $1.90.  The Company recorded compensation expense of $2,000 for the quarter and six months ended June 30, 2014, related to these RSUs. The total unrecognized compensation expense related to these unvested RSUs at June 30, 2014 is $55,000, which will be recognized over the remaining vesting period of approximately 3 years.

8.  Intangible Assets

At June 30, 2014, intangible assets subject to amortization which were recorded in connection with the acquisition of Winthrop consisted of the following (in thousands):

Intangible	Estimated useful life	Gross carrying amount		Accumulated Amortization		Net carrying amount
Investment management and Advisory  Contracts	9 years	$	3,181	$	541	$	2,640
Trademarks	10 years		433		66		367
Proprietary software and technology	4 years		960		367		593
		$	4,574	$	974	$	3,600

For the six months ended June 30, 2014 amortization expense was $318,000. Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands):

Year ending December 31,
2014 (remainder)	$318
2015	637
2016	630
2017	397
2018	397
2019-2023	1,221
	$3,600

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9.  Related party transactions

Effective June 1, 2010, the Company relocated its headquarters to the offices of Bedford Oak in Mount Kisco, New York. Bedford Oak is controlled by Harvey P. Eisen, Chairman, Chief Executive Officer and a director of the Company. From June 1, 2010 through August 31, 2012, the Company had been subleasing a portion of the Bedford Oak space and had access to various administrative support services on a month-to-month basis at a rate of approximately $19,700 per month.

On October 31, 2012, the Company’s Audit Committee approved an increase to approximately $40,700 per month (effective as of September 1, 2012) in the monthly sublease and administrative support services rate, which increased rate the Company believes, is necessary to provide for the increased personnel and space requirements necessary for an operating company.   

On May 13, 2014, the Company’s Audit Committee approved a decrease to approximately $27,600 per month (effective as of June 1, 2014) in the monthly sublease and administrative support services rate, which decreased rate is part of the Company’s effort to control and reduce costs.  Selling general and administrative expenses for the six  months ended June 30, 2014 and 2013, includes $231,000 and $244,000, respectively, and for the three months ended June 30, 2014 and June 30, 2013 includes $109,000  and $122,000, respectively, related to the sublease arrangement with Bedford Oak.

Wright acts as an investment advisor, its subsidiary acts as a principal underwriter and one officer of Winthrop is also an officer for a family of mutual funds from which investment management and distribution fees are earned based on the net asset values of the respective funds.   Such fees, which are included in Other investment advisory services, amounted to $ 220,000 and $427,000 for the quarter and six months ended June 30, 2014, respectively, and $252,000 and $511,000 for the three and six months ended June 30, 2013, respectively.

10.  Income taxes

For the three and six months ended June 30, 2014, the Company recorded an income tax benefit from continuing operations of $70,000   and $61,000, respectively, which represents a combined federal and state benefit of $80,000 (based on the estimated annual effective tax rate) utilizing the loss from continuing operations against income from discontinued operations, offset by minimum state taxes of $10,000 and $19,000, respectively. In addition, for the three and six months ended June 30, 2014, the Company recorded income tax expense of $210,000 attributable to income from discontinued operations.  For the three and six months ended June 30, 2013, the income tax benefit related to continuing operations of $4,000 and $1,000, respectively, substantially represents a reduction in the liability for uncertain tax positions due to a settlement with the Internal Revenue Service over its tax examination of the Company’s 2009 and 2010 tax returns. The settlement with the Internal Revenue Service occurred in April 2013.

No tax benefit has been recorded in relation to the pre-tax loss from continuing operations for the three and six months ended June 30, 2014 in excess of the amount utilized to offset income from discontinued operations or for the pre-tax loss from continuing operations for the three and six month periods ended June 30, 2013, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the loss.

11.  Retirement plans

Winthrop maintains an officer retirement bonus plan (the “Bonus Plan”) that is an unfunded deferred compensation program providing retirement benefits equal to 10% of annual compensation, as defined, to those officers upon their retirement.   Effective December 1, 1999, the Plan was frozen so that no additional benefits will be earned.  The total obligation under the Bonus Plan at June 30, 2014 is $1,713,000, of which $114,000 is estimated to be payable over the next twelve months.  The liability is payable to individual retired employees at the rate of $50,000 per year in equal monthly amounts commencing upon retirement.  The liability was recorded at $885,000 at the date of acquisition, representing its estimated fair value computed based on its present value, utilizing a discount rate of 14%, which was estimated to be the acquired company’s weighted average cost of capital on such date from the perspective of a market participant.  The calculated discount of $945,000 at the date of acquisition is being amortized as interest expense over the period the obligation is outstanding by use of the effective interest method.  For the three and six months ended June 30, 2014, interest expense, (included in investment and other income (expense), net) amounted to $25,000 and $50,000, respectively. For the three and six months ended June 30, 2013, interest expense (included in investment and other income (expense), net) amounted to $30,000 and $61,000, respectively.  At June 30, 2014, the present value of the obligation under the Bonus Plan was $883,000, and the unamortized discount was $830,000.

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12.  Contingencies and other

(a)  On or about May 17, 2011, the Merit Group, Inc. (“Merit”) filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of South Carolina. On or about December 14, 2011, the Official Committee of Unsecured Creditors of TMG Liquidation Company (formerly known as The Merit Group, Inc.) filed in that court an adversary proceeding against the Company (the “Avoidance Action”) now captioned CohnResnick LLP, as Plan Administrator v. National Patent Development Corp. (In re TMG Liquidation Co.). The Avoidance Action sought, among other things, to avoid and recover the consideration paid by Merit to the Company for the purchase of Five Star Products, Inc. (“Five Star”) from the Company under the Stock Purchase Agreement, dated November 24, 2009  (the “Agreement”), as a constructive fraudulent transfer under sections 548, 550, and 551 of the Bankruptcy Code.

On August 2, 2013, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with CohnReznick LLP (the “Plan Administrator”) to settle the Avoidance Action.  Under the terms of the Settlement Agreement, the Plan Administrator was required to file with the Bankruptcy Court, no later than August 9, 2013, a motion to approve the Settlement Agreement (the “Settlement Motion”) and a proposed order approving relief to be requested in the Settlement Motion (the “Proposed Order”). Pursuant to the Settlement Agreement, the Company agreed to make a settlement payment of $2,375,000 (the “Settlement Payment”) to the Plan Administrator conditioned upon the entry of an order (the “Approval Order”) by the Bankruptcy Court approving the Settlement Motion, that is in a form acceptable to the Company and in substantially the same form as the Proposed Order.  The Bankruptcy Court entered an order approving the Settlement Agreement on September 4, 2013, and the Settlement Agreement required the Company to make the Settlement Payment within fifteen days of the Approval Order becoming a final, non-appealable order (a “Final Order”).  On October 3, 2013, the Company made a payment of $2,375,000 to the Plan Administrator pursuant to the terms of the Settlement Agreement.

The Settlement Agreement also provides for general mutual releases by each of the parties, including a general release in favor of the Company and its affiliates, and the Company’s and its affiliates’ officers, directors, employees, agents, and professionals.  The mutual releases became effective upon entry of the Final Order and receipt of the Settlement Payment by the Plan Administrator. In addition, pursuant to the terms of the Settlement Agreement, on October 9, 2013 the Plan Administrator made the requisite filings to dismiss, with prejudice, the Avoidance Action and a second pending adversary complaint against the Company.    Upon entry of the Final Order by the Bankruptcy Court, the Company resolved all claims and causes of action that have been or could have been asserted against it by the Plan Administrator.   

As a result of entering into the Settlement Agreement, during the second quarter ended June 30, 2013, the Company recorded a loss in discontinued operations of $2,375,000 in connection with the Avoidance Action.  In April 2014, the Company agreed to a settlement of its insurance claim related to this matter, and received a net payment of $525,000, which was recorded as income in discontinued operations during the second quarter of 2014.

(b) The Company entered into employment agreements with four key executives of Winthrop.  The Company has a call right to acquire any shares of Company common stock held by the four key executives of Winthrop received as merger consideration who terminate employment without “good reason” prior to the third anniversary of the Closing Date, at a purchase price per share equal to the fair market value of Company Common Stock as of the date of the notice of the exercise of the call right.

10

Item 2.                      Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “could,” “project,” “predict,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements.

Factors that may cause actual results to differ from those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013 filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 27, 2014.

These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts.  These statements are based upon our opinions and estimates as of the date they are made.  Although we believe that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond our control, which could cause actual results, performance and achievements to differ materially from results, performance and achievements projected, expected, expressed or implied by the forward-looking statements.  While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report and you are urged to consider all such risks and uncertainties. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved.

Results of Operations

Assets Under Management (AUM)

Winthrop earns revenue primarily by charging fees based upon AUM.  At June 30, 2014, AUM was $1.40 billion, as compared to $1.39 billion at December 31, 2013.  The change in AUM was due to deposits of $90 million and increased market value of $53 million, offset by redemptions and withdrawals of $136 million.

Three months ended June 30, 2014 compared to the three months ended June 30, 2013

For the three months ended June 30, 2014, the Company had a loss from continuing operations before income taxes of $955,000 compared to a loss from continuing operations before income taxes of $913,000 for the three months ended June 30, 2013.   The increased loss of $42,000 was primarily the result of reduced revenues of $60,000.   Included in the loss incurred for the quarters ended June 30, 2014 and 2013, respectively,  for Winthrop are amortization of intangibles of $159,000 and $159,000 , amortization of stay and retention bonuses of $34,000 and $34,000 and compensation expense of $74,000 and $73,000 related to RSU’s issued to Winthrop employees.

Selling, general and administrative expenses

For the three months ended June 30, 2014 selling, general and administrative expenses were $2,311,000 as compared to $2,328,000 for the quarter ended June 30, 2013.  The reduced Selling, general and administrative expenses of $17,000 was the result of decreased expenses  of $90,000 at Winthrop  for the quarter ended June 30, 2014 primarily as a result of reduced personnel costs.

11

The decrease at Winthrop was partially offset by increased expenses at the corporate level of $73,000, primarily due to increased professional fees, offset by reduced personnel costs and reduced facility related expenses. Winthrop’s selling, general and administrative expenses are primarily comprised of personnel related costs.   Included in Winthrop’s Selling, general and administrative expenses are the following; (i) amortization of intangibles of $159,000 for the quarters ended June 30, 2014 and 2013, (ii) amortization of stay and retention bonuses of $34,000 for the quarters ended June 30, 2014 and 2013 and (iii) compensation expense of $74,000 and $73,000 related to RSU’s issued to Winthrop employees for the quarters ended June 30, 2014 and 2013, respectively.  

Six months ended June 30, 2014 compared to the six months ended June 30, 2013

For the six months ended June 30, 2014, the Company had a loss from continuing operations before income taxes of $1,071,000 compared to a loss from continuing operations before income taxes of $1,930,000 for the six months ended June 30, 2013.  The reduced loss of $859,000 was primarily the result of the $719,000 gain realized on the sale of the Company’s 19.9% interest in MXL in March 2014.     In addition, there were reduced  Selling, general and administrative expenses at the corporate level of $85,000, as well as reduced Selling, general and administrative expenses  of $135,000 at Winthrop, which were partially offset by reduced sales at Winthrop of $102,000.  Included in the loss incurred for the six months  ended June 30, 2014 and 2013 for Winthrop are amortization of intangibles of $318,000 and $318,000, amortization of stay and retention bonuses of $68,000 and $68,000  and compensation expense of $146,000 and  $144,000 related to RSU’s issued to Winthrop employees, respectively.

Selling, general and administrative expenses

For the six months ended June 30, 2014 Selling, general and administrative expenses were $4,602,000 as compared to $4,822,000 for the six months ended June 30, 2013.  The reduced Selling, general and administrative expenses of $220,000 was the result of reduced expenses at the corporate level of $85,000, primarily as a result of reduced personnel costs of $75,000.  In addition, Winthrop had reduced Selling, general and administrative expenses of $135,000, primarily as a result of reduced facility related costs.  Winthrop’s Selling, general and administrative expenses are primarily comprised of personnel related costs. Included in Winthrop’s Selling, general and administrative expenses for the six months  ended June 30, 2014 and 2013  are amortization of intangibles of $318,000 and $318,000, amortization of stay and retention bonuses of $68,000 and $68,000  and compensation expense of $146,000 and  $144,000 related to RSU’s issued to Winthrop employees, respectively.

Revenue

Winthrop markets its investment management products and services to plan sponsors, trade unions, endowments, corporations, state and local governments, municipalities and foundations.  The Winthrop products include equity, fixed income and balanced portfolios for various plan types, including defined benefit, annuity, self-directed and 401(k), health and welfare and education and training plans. In addition, Wright helps bank trust departments and trust companies satisfy part or all of their investment management functions.  Winthrop delivers fiduciary level investment management services to these institutions’ clients by providing active oversight of each account's asset allocation and security selection.  Its offerings include investment management solutions utilizing individual securities or mutual funds. Mutual fund models developed by Winthrop utilize a combination of Wright Mutual Funds as well as mutual funds from other investment managers.

WPAM offers programs to support high net worth investors and other individual investors.  WPAM manages a variety of accounts including: discretionary investment accounts, individual retirement accounts (IRAs), 401k plans and accounts for non-corporate fiduciaries, such as trustees, executors, guardians, personal representatives, attorneys and other professionals who are responsible for the assets of others and must manage those assets in accordance with the Prudent Investor Act.  This investment process, developed and monitored by the Wright Investment Committee, and related investment strategies, are utilized to address the objectives of WPAM clients.

Winthrop, through its WISDI affiliate, offers a diversified family of mutual funds. Wright Mutual Funds are utilized by the Wright Companies and others to build or supplement managed investment portfolios designed to address clients’ financial objectives. Following is a brief description of the five Wright-managed mutual funds.

Revenue from Investment Management Services was $638,000 and $1,327,000 for the quarter and six months ended June 30, 2014, respectively, as compared to $668,000 and $1,332,000 for the quarter and six months ended June 30, 2013, respectively.  The reduced revenue is due to reduced AUM from the comparable periods in 2013.  Within this category, Winthrop primarily bills clients based on AUM values as of calendar quarters.  Revenues are primarily from fees from; (i) Taft-Hartley clients, (ii) Personal Investment Managed Accounts, (iii) and other client serviced accounts.

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Revenue from Other investment advisory services was $661,000 and $1,288,000 for the quarter and six months ended June 30, 2014 respectively, as compared to $715,000 and $1,402,000 for the quarter and six months ended June 30, 2013, respectively.   The reduced revenue is due to reduced AUM from the comparable periods in 2013. Other investment advisory service revenue includes: (i) revenue from Mutual Funds; (ii) fees from services provided to Bank Trust Departments; and (iii) investment income.  Revenue from Mutual Funds includes distribution fees for both Winthrop-sponsored mutual funds as well as other mutual funds and investment management fees from Winthrop-sponsored mutual funds.

Revenue from the sale of Financial research information and related data was $138,000 and $294,000 for the quarter and six months ended June 30, 2014, respectively, as compared to $114,000 and $277,000 for the quarter and six months ended June 30, 2013, respectively.  Revenues are also derived from the distribution of investment research directly and through several third parties who act as distributors of such research content.  The fees paid by the end client are divided between Winthrop and the distributor.  Existing agreements in place with third party distributors, primarily Thomson Reuters, allow for the renegotiation of the revenue split, which could result in a decline in revenue to Winthrop.  In addition, the underlying data we utilize to produce our financial research and related data is primarily obtained from a third-party, Worldscope, at no cost to us.  However in 2014, the Company will have to start paying for updates to the data (at most favored vendor cost) and in 2024 such agreement will terminate.  The Company concluded negotiations with Thomson Reuters in July 2014 and will commence paying for the updates in August 2014 at the most favored vendor rate.

13

Income taxes

 For the three and six months ended June 30, 2014, the Company recorded an income tax benefit from continuing operations of $70,000   and $61,000, respectively, which represents a combined federal and state benefit of $80,000 (based on the estimated annual effective tax rate) utilizing the loss from continuing operations against income from discontinued operations, offset by minimum state taxes of $10,000 and $19,000, respectively. In addition, for the three and six months ended June 30, 2014, the Company recorded income tax expense of $210,000 attributable to income from discontinued operations.  For the three and six months ended June 30, 2013, the income tax benefit related to continuing operations of $4,000 and $1,000, respectively, substantially represents a reduction in the liability for uncertain tax positions due to a settlement with the Internal Revenue Service over its tax examination of the Company’s 2009 and 2010 tax returns. The settlement with the Internal Revenue Service occurred in April 2013.

No tax benefit has been recorded in relation to the pre-tax loss from continuing operations for the three and six months ended June 30, 2014 in excess of the amount utilized to offset income from discontinued operations or for the pre-tax loss from continuing operations for the three and six month periods ended June 30, 2013, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the loss.

 Other Assets

The Company owns certain non-strategic assets, including interests in land and flowage rights in undeveloped property in Killingly, Connecticut.  The Company had a 19.9% interest in MXL carried at its cost of $275,000 under ASC 325, Investments- Other. On February 3, 2014 MXL exercised its right to purchase the Company’s 19.9% interest.  The Company received $994,000 for its 19.9% interest on March 26, 2014, resulting in a gain of $719,000.

The Company monitors these investments for impairment by considering current factors, including the economic environment, market conditions, and other specific factors and records impairments in carrying values when necessary.   

Financial condition

Liquidity and Capital Resources

At June 30, 2014, the Company had cash and cash equivalents totaling $12,730,000, which it intends to use to acquire interests in one or more operating businesses and to fund the Company’s operating activities.

The increase in cash and cash equivalents of $164,000 for the six months ended June 30, 2014 was the result of proceeds from investing activities of $994,000 related to the sale of the Company’s 19.9% interest in MXL, offset by $830,000 used in operations.

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Item 3.                      Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4.                      Controls and Procedures

The Company’s principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon such evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.

The Company’s principal executive officer and principal financial officer have also concluded that there was no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2.                      Unregistered Sales of Equity Securities and Use of Proceeds.

Issuances of Equity Securities

On May 7, 2014, the Company issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), shares of Company common stock to Lawrence G. Schafran and Scott N. Greenberg, directors of the Company, in payment of their first and second quarter 2014 quarterly directors fees.  Mr. Schafran and Mr. Greenberg received 5,065 and 3,798 shares of Company common stock, respectively.  The aggregate value of the 5,065 and 3,798 shares of Company common stock issued to Mr. Schafran and Mr. Greenberg, respectively, were approximately $10,000 and $7,500, respectively, on the date of issuance.  These shares were issued pursuant to exemptions from registration set forth in Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

This issuance qualified for exemption from registration under the Securities Act because (i) Mr. Schafran and Mr. Greenberg are each an accredited investor, (ii) the Company did not engage in any general solicitation or advertising in connection with the issuance, and (iii) Mr. Schafran and Mr. Greenberg received restricted securities.

Purchases of Equity Securities

On December 15, 2006, the Board of Directors authorized the Company to repurchase up to 2,000,000 shares, or approximately 11%, of its outstanding shares of common stock from time to time either in open market or privately negotiated transactions. On August 13, 2008, the Company’s Board of Directors authorized an increase of 2,000,000 common shares to be repurchased, and on March 29, 2011 the Company’s Board of Directors authorized an increase of an additional 1,000,000 shares to be repurchased. At June 30, 2014, the Company had repurchased 1,791,821 shares of its common stock and, a total of 3,208,179 shares remained available for repurchase.   There were no common stock repurchases made by or on behalf of the Company during the quarter ended June 30, 2014.

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Item 6.		Exhibits.
Exhibit No.		Description
10.20		Amendment No. 1 to Agreement Upon Withdrawal by The Winthrop Corporation From Worldscope/Disclosure LLC
31.1	*	Certification of principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
31.2	*	Certification of principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
32.1	*	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the principal executive officer of the Company and the principal financial officer of the Company
101.INS	**	XBRL Instance Document
101.SCH	**	XBRL Taxonomy Extension Schema Document
101.CAL	**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	**	XBRL Extension Labels Linkbase Document
101.PRE	**	XBRL Taxonomy Extension Presentation Linkbase Document

___________________________

 *Filed herewith

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

17

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.

	WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
Date: August 12, 2014	/s/ HARVEY P. EISEN
	Name: Harvey P. Eisen
	Title: Chairman of the Board and Chief Executive Officer
Date: August 12, 2014	/s/ IRA J. SOBOTKO
	Name: Ira J. Sobotko
	Title: Vice President, Chief Financial Officer

18

EX-10.20

Exhibit 10.20

Amendment No. 1

to

Agreement Upon Withdrawal by The Winthrop Corporation

From Worldscope/Disclosure L.L.C.

This Amendment No. 1 (this “Amendment”) to the Agreement Upon Withdrawal by the Winthrop Corporation from Worldscope/Disclosure L.L.C., dated June 1, 1999 (the “Agreement”), is entered into by and between Thomson Reuters (Markets) LLC (as successor in interest to each of Primark Corporation, Disclosure Incorporated and Disclosure International Incorporated) (“Thomson Reuters” or "TR") and The Winthrop Corporation (“TWC”).  Capitalized terms used herein and not defined have the meanings ascribed in the Agreement.

WHEREAS, pursuant to the Agreement, commencing June 1, 2014 TWC has the right to purchase updates to Company Account Data during the Extended Period;

WHEREAS, TWC wishes to purchase updates to the Company Account Data during the Extended Period; and

WHEREAS, TR will provide to TWC updates to the Company Account Data during the Extended Period.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Agreement is hereby amended as follows:

1. The parties expressly agree and acknowledge that Sections 3.4 and 3.10 shall not apply during the Extended Period.

2. During the Extended Period, TR agrees to provide updates (the “Updates”) to TWC and TWC agrees to pay TR $9,733 per month for such Updates beginning August 1st, 2014.  (the “Monthly Fees”).  All Monthly Fees shall be payable in advance and due within thirty (30) days of TWC's receipt of an invoice from TR.

3. In the event TWC wishes to discontinue receiving the Updates during the Extended Period, TWC shall provide TR at least ninety (90) days’ written notice prior to the anniversary of the Amendment Effective Date (the “Cancellation Notice”), such cancellation shall be effective as of the next anniversary of the Amendment Effective Date following TR’s receipt of TWC’s valid Cancellation Notice under this Section.

4. If TWC, at its option, provides a Cancellation Notice in accordance with Section 3 above, nothing herein shall prevent TWC from again receiving Updates and TR agrees to provide such Updates priced according to Section 3.3(b) of the Agreement at any time during the remainder of the Extended Period.  The parties agree and acknowledge that TWC may discontinue and then again begin receiving the Updates subject to the terms of this Amendment no more than three (3) times during the Extended Period.

5. TR may, effective January 1, 2016 and thereafter on the first day of each January, adjust the price being paid to TR by TWC, based on the annual change in the OECD CPI or 3% whichever is greater on not less than 3 months’ notice to TWC.

6. For the avoidance of doubt, on expiration of the Extended Period, the Agreement shall automatically terminate with no further action of either party.

7. This Amendment shall be effective as of June 1, 2014 (the “Amendment Effective Date”).

8. Except as amended hereby, the Agreement shall remain unchanged and in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first written above.

Thomson Reuters (Markets) LLC

By:

Name:

Title: 

The Winthrop Corporation
By:
Name:	Peter M. Donovan
Title:

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Harvey P. Eisen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wright Investors’ Service Holdings, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2014

/s/ HARVEY P. EISEN
Name:	Harvey P. Eisen
Title:	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Ira J. Sobotko, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wright Investors’ Service Holdings, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2014

/s/ IRA J. SOBOTKO
Name:	Ira J. Sobotko
Title:	Vice President, Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of Wright Investors’ Service Holdings, Inc. (the “Company”) for the fiscal quarter ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof, (the “Report”), each of the undersigned officers of the Company hereby certifies, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ HARVEY P. EISEN
Name:	Harvey P. Eisen
Title:	Chief Executive Officer (Principal Executive Officer)
Date:	August 12, 2014

/s/ IRA J. SOBOTKO
Name:	Ira J. Sobotko
Title:	Vice President, Chief Financial Officer (Principal Financial Officer)
Date:	August 12, 2014

XML

Retirement plans (Details) (Frozen defined benefit plans [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Frozen defined benefit plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer match of eligible compensation of employees			10.00%
Total obligation	$ 1,713		$ 1,713
Total obligation, payable in 2014	114		114
Annual liability payable to individual retired employees			50
Liability recorded at date of acquisition			885
Present value discount factor			14.00%
Amount to be amortized, as interest expense	945		945
Interest expense	25	30	50	61
Present value of plan	883		883
Unamortized discount	$ 830		$ 830

XML

Capital Stock (Details)	Jun. 30, 2014
Capital Stock [Abstract]
Number of shares authorized to be repurchased	5,000,000
Number of shares repurchased	1,791,821
Remaining number of shares available for repurchase	3,208,179

XML

Per share data

6 Months Ended

Jun. 30, 2014

Per share data [Abstract]

Per share data

4.  Per share data

Loss per share for the three months ended June 30, 2014 and 2013 respectively, is calculated based on 19,088,000 and 18,951,000 weighted average outstanding shares of common stock. Included in the share number are vested Restricted Stock Units ("RSUs") of 608,526 and 565,069 for the three months ended June 30, 2014 and 2013, respectively.

Loss per share for the six months ended June 30, 2014 and 2013 respectively, is calculated based on 19,085,000 and 18,951,000 weighted average outstanding shares of common stock. Included in the share number are vested RSUs of 606,836 and 565,069 for the six months ended June 30, 2014 and 2013, respectively.

Options for 3,250,000 shares of common stock for the quarter and six months ended June 30, 2014 and 2013, and unvested RSUs for 300,640 and 387,738 shares of common stock, respectively, for the quarter and six months ended June 30, 2014 and 2013 were not included in the diluted computation as their effect would be anti-dilutive since the Company has losses from continuing operations for both periods.

XML

Intangible Assets (Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 4,574
Accumulated Amortization	974
Net carrying amount	3,600
Investment Management and Advisory Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	9 years
Gross carrying amount	3,181
Accumulated Amortization	541
Net carrying amount	2,640
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years
Gross carrying amount	433
Accumulated Amortization	66
Net carrying amount	367
Proprietary Software and Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	4 years
Gross carrying amount	960
Accumulated Amortization	367
Net carrying amount	$ 593

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Incentive stock plans and stock based compensation (Restricted Stock) (Details) (USD $) In Thousands, except Share data, unless otherwise specified		1 Months Ended		3 Months Ended		6 Months Ended		0 Months Ended	3 Months Ended		6 Months Ended		0 Months Ended	3 Months Ended	6 Months Ended
	Jun. 10, 2014	Dec. 19, 2012 Restricted Stock Units (RSUs) [Member] Four Key Executives Group One [Member]	Dec. 19, 2012 Restricted Stock Units (RSUs) [Member] Four Key Executives Group Two [Member]	Jun. 30, 2014 Restricted Stock Units (RSUs) [Member] Four Key Executives Group Two [Member]	Jun. 30, 2013 Restricted Stock Units (RSUs) [Member] Four Key Executives Group Two [Member]	Jun. 30, 2014 Restricted Stock Units (RSUs) [Member] Four Key Executives Group Two [Member]	Jun. 30, 2013 Restricted Stock Units (RSUs) [Member] Four Key Executives Group Two [Member]	Feb. 04, 2014 Restricted Stock Units (RSUs) [Member] Certain employees [Member]	Jun. 30, 2014 Restricted Stock Units (RSUs) [Member] Certain employees [Member]	Jun. 30, 2013 Restricted Stock Units (RSUs) [Member] Certain employees [Member]	Jun. 30, 2014 Restricted Stock Units (RSUs) [Member] Certain employees [Member]	Jun. 30, 2013 Restricted Stock Units (RSUs) [Member] Certain employees [Member]	Jun. 10, 2014 Restricted Stock Units (RSUs) [Member] Employee [Member]	Jun. 30, 2014 Restricted Stock Units (RSUs) [Member] Employee [Member]	Jun. 30, 2014 Restricted Stock Units (RSUs) [Member] Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares, Granted		479,280	370,000					17,738					30,000
Stock price	$ 1.90
Post-vesting restrictions, term		3 years
Vesting period for plan			3 years					3 years
RSUs value per share		$ 2.52	$ 2.52					$ 2.40
RSU, discount rate		20.00%	11.00%					11.00%
RSUs Value per share, less discount for post vesting restrictions on sale		$ 2.02	$ 2.25					$ 2.25
Compensation		$ 966		$ 69	$ 69	$ 139	$ 139		$ 3	$ 3	$ 5	$ 5		$ 2	$ 2
Unrecognized compensation cost				$ 391		$ 391			$ 17		$ 17			$ 55	$ 55
Unrecognized compensation recognition period						1 year 6 months					1 year 9 months				3 years

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Intangible Assets (Estimated Amortization Expense) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Intangible Assets [Abstract]
Amortization expense related to intangible assets	$ 318
2014 (remainder)	318
2015	637
2016	630
2017	397
2018	397
2019-2023	1,221
Finite-Lived Intangible Assets, Net, Total	$ 3,600

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Related party transactions (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	May 13, 2014	Oct. 31, 2012	Jan. 01, 2010
Related Party Transaction [Line Items]
Selling, general and administrative expenses	$ 2,311,000	$ 2,328,000	$ 4,602,000	$ 4,822,000
Bedford Oak [Member] | Sublease arrangement [Member]
Related Party Transaction [Line Items]
Monthly sublease payment amount					27,600	40,700	19,700
Selling, general and administrative expenses	109,000	122,000	231,000	244,000
Winthrop [Member]
Related Party Transaction [Line Items]
Investment management and distribution fees	$ 220,000	$ 252,000	$ 427,000	$ 511,000

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Sale of MXL investment

6 Months Ended

Jun. 30, 2014

Sale of MXL investment [Abstract]

Sale of MXL investment

3.  Sale of MXL investment

At December 31, 2013, the Company held a 19.9% equity investment in a privately-held company, MXL, which is engaged in the plastic molding and precision coating businesses. At December 31, 2013, this investment was included in other assets at cost of $275,000.

On February 3, 2014, MXL exercised its right to purchase the Company's 19.9% interest.  The Company received $994,000 for its 19.9% interest on March 26, 2014, resulting in a gain of $719,000 for the six months ended June 30, 2014.

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Income taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income taxes [Abstract]
Income tax benefit from continuing operations	$ 70	$ 4	$ 61	$ 1
Federal and state benefit	80		80
Minimum state taxes	10		19
Income tax expense from discontinued operations	$ 210		$ 210

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenues
Investment management services	$ 638	$ 668	$ 1,327	$ 1,332
Other investment advisory services	661	715	1,288	1,402
Financial research and related data	138	114	294	277
Total revenues	1,437	1,497	2,909	3,011
Expenses
Selling, general and administrative	2,311	2,328	4,602	4,822
Total expenses	2,311	2,328	4,602	4,822
Operating loss	(874)	(831)	(1,693)	(1,811)
Investment and other income, net	(25)	(29)	(15)	(31)
Gain on sale of investment in MXL			719
Change in fair value of contingent consideration	(56)	(53)	(82)	(88)
Loss from continuing operations before income taxes	(955)	(913)	(1,071)	(1,930)
Income tax benefit	70	4	61	1
Loss from continuing operations	(885)	(909)	(1,010)	(1,929)
Income (loss) from discontinued operations, net of taxes (Note 12 (a))	315	(2,492)	315	(2,754)
Net loss	$ (570)	$ (3,401)	$ (695)	$ (4,683)
Basic and diluted (loss) income per share
Continuing operations	$ (0.05)	$ (0.05)	$ (0.05)	$ (0.10)
Discontinued operations	$ 0.02	$ (0.13)	$ 0.01	$ (0.15)
Net loss	$ (0.03)	$ (0.18)	$ (0.04)	$ (0.25)

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Basis of presentation and description of activities

6 Months Ended

Jun. 30, 2014

Basis of presentation and description of activities [Abstract]

Basis of presentation and description of activities

1. Basis of presentation and description of activities

 Basis of presentation

The accompanying interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  The information and note disclosures normally included in complete financial statements have been condensed or omitted pursuant to such rules and regulations.  The Condensed Consolidated Balance Sheet as of December 31, 2013 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2013 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2014 interim periods are not necessarily indicative of results to be expected for the entire year.

 Description of activities

On February 4, 2013, National Patent Development Corporation changed its name to Wright Investors' Service Holdings, Inc. (hereinafter referred to as the "Company" or "Wright Holdings").

On January 15, 2010, the Company completed the sale to The Merit Group, Inc. ("Merit") of all of the issued and outstanding stock of the Company's wholly-owned subsidiary, Five Star Products, Inc., the holding company and sole stockholder of Five Star Group, Inc., for cash.   Upon the consummation of the sale, the Company became a "shell company", as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  As used herein, references to "Five Star" refer to Five Star Products Inc. or Five Star Group Inc., or both, as the context requires.

On December 19, 2012 (the "Closing Date"), the Company, completed the acquisition of The Winthrop Corporation, a Connecticut corporation ("Winthrop") pursuant to that certain  Agreement and Plan of Merger (the "Merger Agreement") dated June 18, 2012. Winthrop, through its wholly-owned subsidiaries Wright Investors' Service, Inc. ("Wright"), Wright Investors' Service Distributors, Inc. ("WISDI") and Wright's wholly-owned subsidiary, Wright Private Asset Management, LLC ("WPAM") (collectively, the "Wright Companies"), offers investment management services,  financial advisory services and investment research to large and small investors, both taxable and tax exempt.  WISDI is a registered broker dealer with the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities and Exchange Commission.  In accordance with the Merger Agreement, a wholly-owned newly formed subsidiary of the Company, was merged with and into Winthrop and Winthrop became a wholly-owned subsidiary of the Company.

As a result of the completion of the Merger described above, the Company is no longer a "shell company" and substantially all of the Company's business operations are carried out through Winthrop and its subsidiaries, the Wright Companies.

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Liability for Contingent Consideration (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended			1 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jun. 10, 2014	Dec. 19, 2012 Winthrop [Member] Unspecified stockholder [Member]	Jun. 30, 2014 Winthrop [Member] Unspecified stockholder [Member]
Business Acquisition [Line Items]
Issuance of common stock in connection with acquisition, shares						852,228
Contingent consideration, maximum value of shares						$ 1,900
Transfer restriction period						3 years
Stock price					$ 1.90	$ 2.23
Expected volatility						50.00%
Risk-free interest rate						0.38%
Fair value of contingent liability							588
Change in liability for contigent consideration	$ (56)	$ (53)	$ (82)	$ (88)

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Per share data (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares outstanding	19,088,000	18,951,000	19,085,000	18,951,000
Weighted average number of common shares, vested RSUs	608,526	565,069	606,836	565,069
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	300,640	387,738	300,640	387,738
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,250,000	3,250,000	3,250,000	3,250,000

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Liability for Contingent Consideration

6 Months Ended

Jun. 30, 2014

Liability for Contingent Consideration [Abstract]

Liability for Contingent Consideration

2. Liability for Contingent Consideration

In connection with the Company's acquisition of Winthrop on December 19, 2012, the Company has agreed to pay contingent consideration in cash to a holder of Winthrop common stock who received 852,228 shares of Company Common Stock to the extent that such shares have a value of less than $1,900,000 on the expiration of the three year period based on the average closing price of the Company's Common Stock for the ten trading days prior to such date.

A liability was recognized for an estimate of the acquisition date fair value of the acquisition-related contingent consideration which may be paid.  The fair value was calculated by applying a lattice model, which takes into account the potential for the Company's stock price per share being less than $2.23 per share at the end of the 3 year lock-up period.  The fair value measurement is based on significant unobservable inputs that are supported by little market activity and reflect the Company's own assumptions.  Key assumptions include expected volatility (50%) in the Company's common stock and the risk free interest rate (0.38%) during the above period.  Changes in the fair value of the contingent consideration subsequent to the acquisition date are being recognized in earnings until the liability is eliminated or settled. The fair value of the liability was $588,000 on June 30, 2014.  The Company recognized an expense of $56,000 and $82,000, respectively, for the change in the value for the quarter and six months ended June 30, 2014 as compared to $53,000 and $88,000, respectively, for the quarter and six months ended June 30, 2013.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Current assets
Cash and cash equivalents	$ 12,730	$ 12,566
Short-term investments	144	132
Accounts receivable, net	274	322
Refundable and prepaid income taxes	23	16
Prepaid expenses and other current assets	247	393
Total current assets	13,418	13,429
Property and equipment, net	38	49
Intangible assets, net	3,600	3,918
Goodwill	3,364	3,364
Investment in undeveloped land	355	355
Other assets	50	325
Total assets	20,825	21,440
Current liabilities
Accounts payable and accrued expenses	1,251	1,402
Deferred revenue	19	14
Current portion of officers retirement bonus liability	114	100
Total current liabilities	1,384	1,516
Liability for contingent consideration	588	506
Officers retirement bonus liability, net of current portion	769	802
Total liabilities	2,741	2,824
Stockholders' equity
Common stock	190	190
Additional paid-in capital	33,274	33,111
Accumulated deficit	(14,021)	(13,326)
Treasury stock, at cost	(1,359)	(1,359)
Total stockholders' equity	18,084	18,616
Total liabilities and stockholders' equity	$ 20,825	$ 21,440

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Contingencies and other

6 Months Ended

Jun. 30, 2014

Contingencies and other [Abstract]

Contingencies and other

12.  Contingencies and other

(a)  On or about May 17, 2011, the Merit Group, Inc. ("Merit") filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of South Carolina. On or about December 14, 2011, the Official Committee of Unsecured Creditors of TMG Liquidation Company (formerly known as The Merit Group, Inc.) filed in that court an adversary proceeding against the Company (the "Avoidance Action") now captioned CohnResnick LLP, as Plan Administrator v. National Patent Development Corp. (In re TMG Liquidation Co.). The Avoidance Action sought, among other things, to avoid and recover the consideration paid by Merit to the Company for the purchase of Five Star Products, Inc. ("Five Star") from the Company under the Stock Purchase Agreement, dated November 24, 2009  (the "Agreement"), as a constructive fraudulent transfer under sections 548, 550, and 551 of the Bankruptcy Code.

On August 2, 2013, the Company entered into a Settlement Agreement and Release (the "Settlement Agreement") with CohnReznick LLP (the "Plan Administrator") to settle the Avoidance Action.  Under the terms of the Settlement Agreement, the Plan Administrator was required to file with the Bankruptcy Court, no later than August 9, 2013, a motion to approve the Settlement Agreement (the "Settlement Motion") and a proposed order approving relief to be requested in the Settlement Motion (the "Proposed Order"). Pursuant to the Settlement Agreement, the Company agreed to make a settlement payment of $2,375,000 (the "Settlement Payment") to the Plan Administrator conditioned upon the entry of an order (the "Approval Order") by the Bankruptcy Court approving the Settlement Motion, that is in a form acceptable to the Company and in substantially the same form as the Proposed Order.  The Bankruptcy Court entered an order approving the Settlement Agreement on September 4, 2013, and the Settlement Agreement required the Company to make the Settlement Payment within fifteen days of the Approval Order becoming a final, non-appealable order (a "Final Order").  On October 3, 2013, the Company made a payment of $2,375,000 to the Plan Administrator pursuant to the terms of the Settlement Agreement.

The Settlement Agreement also provides for general mutual releases by each of the parties, including a general release in favor of the Company and its affiliates, and the Company's and its affiliates' officers, directors, employees, agents, and professionals.  The mutual releases became effective upon entry of the Final Order and receipt of the Settlement Payment by the Plan Administrator. In addition, pursuant to the terms of the Settlement Agreement, on October 9, 2013 the Plan Administrator made the requisite filings to dismiss, with prejudice, the Avoidance Action and a second pending adversary complaint against the Company.    Upon entry of the Final Order by the Bankruptcy Court, the Company resolved all claims and causes of action that have been or could have been asserted against it by the Plan Administrator.   

As a result of entering into the Settlement Agreement, during the second quarter ended June 30, 2013, the Company recorded a loss in discontinued operations of $2,375,000 in connection with the Avoidance Action.  In April 2014, the Company agreed to a settlement of its insurance claim related to this matter, and received a net payment of $525,000, which was recorded as income in discontinued operations during the second quarter of 2014.

(b) The Company entered into employment agreements with four key executives of Winthrop.  The Company has a call right to acquire any shares of Company common stock held by the four key executives of Winthrop received as merger consideration who terminate employment without "good reason" prior to the third anniversary of the Closing Date, at a purchase price per share equal to the fair market value of Company Common Stock as of the date of the notice of the exercise of the call right.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 01, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2014
Entity Registrant Name	Wright Investors Service Holdings, Inc.
Entity Central Index Key	0001279715
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2014
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		18,489,099

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Basis of presentation and description of activities (Policies)

6 Months Ended

Jun. 30, 2014

Basis of presentation and description of activities [Abstract]

Basis of presentation

 Basis of presentation

The accompanying interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  The information and note disclosures normally included in complete financial statements have been condensed or omitted pursuant to such rules and regulations.  The Condensed Consolidated Balance Sheet as of December 31, 2013 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2013 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2014 interim periods are not necessarily indicative of results to be expected for the entire year.

Description of activities

 Description of activities

On February 4, 2013, National Patent Development Corporation changed its name to Wright Investors' Service Holdings, Inc. (hereinafter referred to as the "Company" or "Wright Holdings").

On January 15, 2010, the Company completed the sale to The Merit Group, Inc. ("Merit") of all of the issued and outstanding stock of the Company's wholly-owned subsidiary, Five Star Products, Inc., the holding company and sole stockholder of Five Star Group, Inc., for cash.   Upon the consummation of the sale, the Company became a "shell company", as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  As used herein, references to "Five Star" refer to Five Star Products Inc. or Five Star Group Inc., or both, as the context requires.

On December 19, 2012 (the "Closing Date"), the Company, completed the acquisition of The Winthrop Corporation, a Connecticut corporation ("Winthrop") pursuant to that certain  Agreement and Plan of Merger (the "Merger Agreement") dated June 18, 2012. Winthrop, through its wholly-owned subsidiaries Wright Investors' Service, Inc. ("Wright"), Wright Investors' Service Distributors, Inc. ("WISDI") and Wright's wholly-owned subsidiary, Wright Private Asset Management, LLC ("WPAM") (collectively, the "Wright Companies"), offers investment management services,  financial advisory services and investment research to large and small investors, both taxable and tax exempt.  WISDI is a registered broker dealer with the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities and Exchange Commission.  In accordance with the Merger Agreement, a wholly-owned newly formed subsidiary of the Company, was merged with and into Winthrop and Winthrop became a wholly-owned subsidiary of the Company.

As a result of the completion of the Merger described above, the Company is no longer a "shell company" and substantially all of the Company's business operations are carried out through Winthrop and its subsidiaries, the Wright Companies.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities:
Net loss	$ (695)	$ (4,683)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	329	329
Change in liability for contigent consideration	82	88
Equity based compensation, including issuance of stock to directors	163	170
Gain on sale of investment in MXL	(719)
Changes in other operating items:
Accounts receivable	48	75
Investment securities	(12)	58
Deferred revenue	5	19
Officers retirement bonus liability	(19)	11
Refundable and prepaid income tax	(7)	(225)
Prepaid expenses and other current assets	146	85
Settlement payable		2,375
Accounts payable and accrued expenses	(151)	(371)
Net cash used in operating activities	(830)	(2,069)
Cash flows from investing activities:
Proceeds from sale of investment in MXL	994
Additions to property and equipment		(2)
Net cash provided by (used in) investing activities	994	(2)
Net increase (decrease) in cash and cash equivalents	164	(2,071)
Cash and cash equivalents at the beginning of the period	12,566	18,883
Cash and cash equivalents at end of period	12,730	16,812
Net cash paid during the period for
Income taxes	$ 23	$ 13

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Incentive stock plans and stock based compensation

6 Months Ended

Jun. 30, 2014

Incentive stock plans and stock based compensation [Abstract]

Incentive stock plans and stock based compensation

7. Incentive stock plans and stock based compensation

The Company has a stock-based compensation plan for employees and non-employee members of its Board of Directors. The plan provides for discretionary grants of stock options, restricted shares, and other stock-based awards. The Company's plan is administered by the Compensation Committee of the Board of Directors, which consists solely of non-employee directors. No stock options were granted during the six months ended June 30, 2014.

Information with respect to the Company's outstanding stock options for the six months ended June 30, 2014 is as follows:

	Stock Options		Weighted Average Exercise Price		Weighted Average Contractual Term		Aggregate Intrinsic Value
Options outstanding at January 1, 2014		3,250,000	$	2.31		3.6	$	0	*
Options outstanding  at June 30, 2014		3,250,000	$	2.31		3.1	$	194,000	*
Options exercisable at June 30, 2014		3,250,000	$	2.31		3.1	$	194,000	*

* The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option.

Compensation expense related to option grants amounted to $0 for the quarter and six months ended June 30, 2014 and $0 and $20,000 for the quarter and six months ended June 30, 2013, respectively.    As of June 30, 2014, there was no additional unrecognized compensation cost related to non-vested options.

Restricted stock units

As a result of the Winthrop acquisition, the Company issued a total of 867,018 RSUs on the closing date to be settled in shares of Company common stock as follows:

a) 479,280 RSUs were granted to four key executives of Winthrop, which vested as of the Closing Date and are subject to post-vesting restrictions on sale for three years.  The RSUs were valued at the closing price of the Company's common stock of $2.52, less a 20% discount for post vesting restrictions on sale, or $2.02 per share.  The total value of these RSUs of $966,000, were accounted for as compensation and charged to retention bonus expense on the closing date.

b) 370,000 RSUs were granted to four key executives, which vest  equally over three years, with the first third vesting one year from the Closing Date.  The RSUs are valued based on the closing price of the Company's common stock on the Closing Date of $2.52, less an average discount of 11% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $2.25.  The Company recorded compensation expense of $69,000 and $139,000, respectively, for the quarters and six months ended June 30, 2014 and 2013 related to these RSUs. The total unrecognized compensation expense related to these unvested RSUs at June 30, 2014 is $391,000, which will be recognized over the remaining vesting period of approximately 1.5 years.

c) 17,738 RSUs were granted to certain employees of the Company on February 4, 2013, which vest equally over three years, with the first third vesting on February 4, 2014.  At June 30, 2014, 14,384 of the RSUs were still outstanding.  The RSUs are valued based on the closing price of the Company's common stock on February 4, 2013 of $2.40, less an average discount of 11% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $2.25.  The Company recorded compensation expense of $3,000 and $5,000, respectively, for the quarters and six months ended June 30, 2014 and 2013 related to these RSUs. The total unrecognized compensation expense related to these unvested RSUs at June 30, 2014 is $17,000, which will be recognized over the remaining vesting period of approximately 1.75 years.

d) On June 10, 2014, 30,000 RSUs were granted to an employee which will vest on the third anniversary of the individual's employment, assuming the individual is still employed at that time.   The RSUs are valued based on the closing price of the Company's common stock on June 10, 2014 of $1.90.  The Company recorded compensation expense of $2,000 for the quarter and six months ended June 30, 2014, related to these RSUs. The total unrecognized compensation expense related to these unvested RSUs at June 30, 2014 is $55,000, which will be recognized over the remaining vesting period of approximately 3 years.

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Short-term investments:

6 Months Ended

Jun. 30, 2014

Short-term investments: [Abstract]

Short-term investments:

6. Short-term investments:

The Financial Accounting Standards Board has issued authoritative accounting guidance that defines fair value, establishes a framework for measuring fair value and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. The guidance clarifies that fair value should be based on assumptions that market participants would use when pricing an asset or liability.  The three levels of fair value hierarchy are described below:

· Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

· Level 2 - Quoted prices in active markets for similar assets and liabilities or quoted prices in less active, dealer or broker markets;

· Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and are unobservable.

Short-term investments, which consist of mutual funds managed by a subsidiary of Winthrop and separate securities accounts, are stated at the net asset value of the funds or the year-end closing price of the underlying security (Level 1) and are accounted for as trading securities with unrealized gain or loss included in the Statement of Operations.

The following is a summary of current short-term investments at June 30, 2014 (in thousands):

	June 30, 2014
	Cost		Unrealized Gains		Estimated Fair Value
Mutual funds	$	114	$	30	$	144
	$	114	$	30	$	144

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Sale of MXL investment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		1 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Mar. 26, 2014 MXL [Member]	Jun. 30, 2014 MXL [Member]	Dec. 31, 2013 MXL [Member]
Schedule of Equity Method Investments [Line Items]
Equity investment, percentage							19.90%
Equity investment							$ 275
Proceeds from sale of investment in MXL			994		994
Gain on sale of investment in MXL			$ 719			$ 719

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Short-term investments: (Tables)

6 Months Ended

Jun. 30, 2014

Short-term investments: [Abstract]

Current Trading Marketable Securities

The following is a summary of current short-term investments at June 30, 2014 (in thousands):

	June 30, 2014
	Cost		Unrealized Gains		Estimated Fair Value
Mutual funds	$	114	$	30	$	144
	$	114	$	30	$	144

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Income taxes

6 Months Ended

Jun. 30, 2014

Income taxes [Abstract]

Income taxes

10.  Income taxes

For the three and six months ended June 30, 2014, the Company recorded an income tax benefit from continuing operations of $70,000   and $61,000, respectively, which represents a combined federal and state benefit of $80,000 (based on the estimated annual effective tax rate) utilizing the loss from continuing operations against income from discontinued operations, offset by minimum state taxes of $10,000 and $19,000, respectively. In addition, for the three and six months ended June 30, 2014, the Company recorded income tax expense of $210,000 attributable to income from discontinued operations.  For the three and six months ended June 30, 2013, the income tax benefit related to continuing operations of $4,000 and $1,000, respectively, substantially represents a reduction in the liability for uncertain tax positions due to a settlement with the Internal Revenue Service over its tax examination of the Company's 2009 and 2010 tax returns. The settlement with the Internal Revenue Service occurred in April 2013.

No tax benefit has been recorded in relation to the pre-tax loss from continuing operations for the three and six months ended June 30, 2014 in excess of the amount utilized to offset income from discontinued operations or for the pre-tax loss from continuing operations for the three and six month periods ended June 30, 2013, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the loss.

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Intangible Assets

6 Months Ended

Jun. 30, 2014

Intangible Assets [Abstract]

Intangible Assets

8.  Intangible Assets

At June 30, 2014, intangible assets subject to amortization which were recorded in connection with the acquisition of Winthrop consisted of the following (in thousands):

Intangible	Estimated useful life	Gross carrying amount		Accumulated Amortization		Net carrying amount
Investment management and Advisory  Contracts	9 years	$	3,181	$	541	$	2,640
Trademarks	10 years		433		66		367
Proprietary software and technology	4 years		960		367		593
		$	4,574	$	974	$	3,600

For the six months ended June 30, 2014 amortization expense was $318,000. Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands):

Year ending December 31,
2014 (remainder)	$318
2015	637
2016	630
2017	397
2018	397
2019-2023	1,221
	$3,600

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Related party transactions

6 Months Ended

Jun. 30, 2014

Related party transactions [Abstract]

Related party transactions

9.  Related party transactions

Effective June 1, 2010, the Company relocated its headquarters to the offices of Bedford Oak in Mount Kisco, New York. Bedford Oak is controlled by Harvey P. Eisen, Chairman, Chief Executive Officer and a director of the Company. From June 1, 2010 through August 31, 2012, the Company had been subleasing a portion of the Bedford Oak space and had access to various administrative support services on a month-to-month basis at a rate of approximately $19,700 per month.

On October 31, 2012, the Company's Audit Committee approved an increase to approximately $40,700 per month (effective as of September 1, 2012) in the monthly sublease and administrative support services rate, which increased rate the Company believes, is necessary to provide for the increased personnel and space requirements necessary for an operating company.   

On May 13, 2014, the Company's Audit Committee approved a decrease to approximately $27,600 per month (effective as of June 1, 2014) in the monthly sublease and administrative support services rate, which decreased rate is part of the Company's effort to control and reduce costs.  Selling general and administrative expenses for the six  months ended June 30, 2014 and 2013, includes $231,000 and $244,000, respectively, and for the three months ended June 30, 2014 and June 30, 2013 includes $109,000  and $122,000, respectively, related to the sublease arrangement with Bedford Oak.

Wright acts as an investment advisor, its subsidiary acts as a principal underwriter and one officer of Winthrop is also an officer for a family of mutual funds from which investment management and distribution fees are earned based on the net asset values of the respective funds.   Such fees, which are included in Other investment advisory services, amounted to $ 220,000 and $427,000 for the quarter and six months ended June 30, 2014, respectively, and $252,000 and $511,000 for the three and six months ended June 30, 2013, respectively.

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Retirement plans

6 Months Ended

Jun. 30, 2014

Retirement plans [Abstract]

Retirement plans

11.  Retirement plans

Winthrop maintains an officer retirement bonus plan (the "Bonus Plan") that is an unfunded deferred compensation program providing retirement benefits equal to 10% of annual compensation, as defined, to those officers upon their retirement.   Effective December 1, 1999, the Plan was frozen so that no additional benefits will be earned.  The total obligation under the Bonus Plan at June 30, 2014 is $1,713,000, of which $114,000 is estimated to be payable over the next twelve months.  The liability is payable to individual retired employees at the rate of $50,000 per year in equal monthly amounts commencing upon retirement.  The liability was recorded at $885,000 at the date of acquisition, representing its estimated fair value computed based on its present value, utilizing a discount rate of 14%, which was estimated to be the acquired company's weighted average cost of capital on such date from the perspective of a market participant.  The calculated discount of $945,000 at the date of acquisition is being amortized as interest expense over the period the obligation is outstanding by use of the effective interest method.  For the three and six months ended June 30, 2014, interest expense, (included in investment and other income (expense), net) amounted to $25,000 and $50,000, respectively. For the three and six months ended June 30, 2013, interest expense (included in investment and other income (expense), net) amounted to $30,000 and $61,000, respectively.  At June 30, 2014, the present value of the obligation under the Bonus Plan was $883,000, and the unamortized discount was $830,000.

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Contingencies and other (Details) (USD $) In Thousands, unless otherwise specified	1 Months Ended	3 Months Ended
	Apr. 30, 2014	Jun. 30, 2013	Oct. 03, 2013	Aug. 02, 2013
Contingencies and other [Abstract]
Amount of settlement				$ 2,375
Payment for settlement			2,375
Loss in connection with Avoidance Action		(2,375)
Insurance claim settlement, amount awarded to company	$ 525

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Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2014

Intangible Assets [Abstract]

Components of Acquired Intangible Assets

At June 30, 2014, intangible assets subject to amortization which were recorded in connection with the acquisition of Winthrop consisted of the following (in thousands):

Intangible	Estimated useful life	Gross carrying amount		Accumulated Amortization		Net carrying amount
Investment management and Advisory  Contracts	9 years	$	3,181	$	541	$	2,640
Trademarks	10 years		433		66		367
Proprietary software and technology	4 years		960		367		593
		$	4,574	$	974	$	3,600

Amortization Expense Related to Intangible Assets

For the six months ended June 30, 2014 amortization expense was $318,000. Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands):

Year ending December 31,
2014 (remainder)	$318
2015	637
2016	630
2017	397
2018	397
2019-2023	1,221
	$3,600

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Short-term investments: (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Schedule of Available-for-sale Securities [Line Items]
Cost	$ 114
Unrealized Gains	30
Estimated Fair Value	144
Mutual Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Cost	114
Unrealized Gains	30
Estimated Fair Value	$ 144

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) In Thousands, except Share data	Total	Common Stock [Member]	Additional paid-in capital [Member]	Accumulated deficit [Member]	Treasury stock, at cost [Member]
Balance at Dec. 31, 2013	$ 18,616	$ 190	$ 33,111	$ (13,326)	$ (1,359)
Balance, shares at Dec. 31, 2013		19,040,416
Net loss	(695)			(695)
Equity based compensation expense	146		146
Issuance of stock to directors	17		17
Issuance of stock to directors, shares		8,863
Balance at Jun. 30, 2014	$ 18,084	$ 190	$ 33,274	$ (14,021)	$ (1,359)
Balance, shares at Jun. 30, 2014		19,049,279

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Capital Stock

6 Months Ended

Jun. 30, 2014

Capital Stock [Abstract]

Capital Stock

5.  Capital Stock 

The Company's Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock.

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. At June 30, 2014, the Company had repurchased 1,791,821 shares of its common stock and a total of 3,208,179 shares, remained available for repurchase at June 30, 2014.

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Incentive stock plans and stock based compensation (Schedule of Stock Option Activity) (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Stock Options
Options outstanding at January 1, 2014			3,250,000
Options outstanding at June 30, 2014	3,250,000		3,250,000		3,250,000
Options exercisable at June 30, 2014	3,250,000		3,250,000
Weighted Average Exercise Price
Options outstanding at January 1, 2014			$ 2.31
Options outstanding at June 30, 2014	$ 2.31		$ 2.31		$ 2.31
Options exercisable at June 30, 2014	$ 2.31		$ 2.31
Weighted Average Contractual Term
Options outstanding			3 years 1 month 6 days		3 years 7 months 6 days
Options exercisable at June 30, 2014			3 years 1 month 6 days
Aggregate Intrinsic Value
Options outstanding at January 1, 2014			$ 0
Options outstanding at June 30, 2014	194,000		194,000		0
Options exercisable at June 30, 2014	194,000		194,000
Compensation expense related to option grants	$ 0	$ 0	$ 0	$ 20,000

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Incentive stock plans and stock based compensation (Tables)

6 Months Ended

Jun. 30, 2014

Incentive stock plans and stock based compensation [Abstract]

Schedule of Stock Option Activity

Information with respect to the Company's outstanding stock options for the six months ended June 30, 2014 is as follows:

	Stock Options		Weighted Average Exercise Price		Weighted Average Contractual Term		Aggregate Intrinsic Value
Options outstanding at January 1, 2014		3,250,000	$	2.31		3.6	$	0	*
Options outstanding  at June 30, 2014		3,250,000	$	2.31		3.1	$	194,000	*
Options exercisable at June 30, 2014		3,250,000	$	2.31		3.1	$	194,000	*

* The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option.